This
appeal arises from litigation concerning the dissolution of
the Schauf Family LLC. Cross motions for summary judgment
were filed. Defendants, three of the four owners, have
appealed from a judgment in favor of plaintiff, Paul Schauf,
a member and owner, rescinding the transfer of assets of the
limited liability company and declaring null and void
defendants' vote to dissolve the LLC, their appointment
of a liquidator, and the transfer of the company. For the
reasons set forth below, we reverse the the summary judgment
ruling and remand for further proceedings.

FACTS
AND PROCEDURAL HISTORY

On
January 24, 2001, the Schauf Family LLC was formed by Angela
M. Schauf as a family business for herself and her four
children, with her having ownership of 50% of the LLC and her
four children each having an equally divided interest (12.5%)
in the remainder of the LLC, subject to a usufruct in favor
of herself. The four children were Peter T. Schauf, Paul M.
Schauf, Mary Angela Schauf, and Kathryn L. Schauf. The five
Schaufs executed an Operating Agreement ("OA") and
all were members of the LLC. The only asset of the LLC is a
tract of farm land presently being leased. Thereafter, the
mother, Angela M. Schauf, died. Her 50% interest was divided
equally among the four remaining members, resulting in each
member owning a 25% interest in the LLC.

Thereafter,
two more members, Peter T. Schauf and Kathryn L. Schauf,
died, leaving their interests to their respective spouses, Jo
Ann Parker Schauf and Michael Shannon. Thus, at this time,
there remained two original members in the LLC, plaintiff,
Paul Schauf, and his sister, Mary Angela Schauf.

Tensions
developed between the parties. The three defendants, Jo Ann
Parker Schauf, Michael Shannon, and Mary Angela Schauf,
wanted to dissolve the LLC. They wanted to sell the LLC's
asset and divide the proceeds equally among the four
ownership interests, so they could be "out of the
LLC." Plaintiff, Paul Schauf, twice refused to buy out
defendants' interests.[1] Dissolution voting ballots were mailed
to all owners of the LLC. Votes were collected 15 days later.
Except for plaintiff, all voted to dissolve the LLC and
appoint Jo Ann Parker Schauf, as liquidator. On June 8, 2016,
after the vote for dissolution and appointment of Jo Ann as
liquidator, defendants again offered plaintiff the
opportunity to buy out the other members of the LLC, giving
him until June 22, 2016, to respond. After that date passed
with no response from plaintiff, defendants gave him notice
that they were moving forward with the dissolution.

On July
5, 2016, plaintiff, Paul Schauf, filed the instant lawsuit
asking the trial court to declare null and void the
appointment of a liquidator and defendants' vote to
dissolve the LLC. According to plaintiff, the LLC must exist
for 25 years before it can be dissolved under Article 4 of
the Articles of Organization ("AO"), and two
defendants, Jo Ann Parker Schauf and Michael Shannon, are not
members but assignees of the LLC. Defendants answered the
suit and filed a reconventional demand, claiming that their
majority ownership rights in the LLC gave them voting power
as indicated in Paragraph 6 of the OA, which was executed by
plaintiff together with the deceased members at the time the
LLC was formed, back on January 24, 2001. Defendants
requested that the trial court recognize the validity of
their majority vote to dissolve and wind up the entity. They
also requested that they be allowed to grant authority to Jo
Ann Parker Schauf, one of the defendants, to sell the assets
of the LLC and distribute the proceeds to its owners.

After
the lawsuit and the reconventional demand were filed, the
other original member, Mary Angela Schauf, died and
defendants filed a motion for substitution of party, Jo Ann
Parker Schauf, who was executrix of Mary Angela's estate.
This motion also requested a preliminary injunction, and
later a permanent injunction, prohibiting plaintiff, Paul
Schauf, from taking further action.

On
September 1, 2016, a stipulated judgment was executed,
wherein all parties agreed that no party involved in the
current litigation or the LLC would take any action to change
the status, interest, OA, or AO of the LLC, nor would they
attempt to sell, convey, or encumber the property owned by
the LLC in any way until there was a final resolution of this
matter.

The
parties filed motions for summary judgment, agreeing that
there is no dispute as to the material facts surrounding
their rights. A hearing was held, with a stipulation that
there was no factual dispute. The trial court granted
plaintiff's motion for summary judgment, declaring null
and void defendants' vote to liquidate, the appointment
of a liquidator, and any transfer of assets of the LLC, and
ordering the rescission of any such transfer. The trial court
denied defendants' motion for summary judgment, declaring
that they have no authority to dissolve ...

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